Mutated Spider-Man (Re-done!)
by Charizgrovsion
Summary: My apologies if characters are out of character, as any knowledge is based on my memory. Takes place after season 2 of 'Spider-Man: TAS'. A rewrite of my first version - the explanation of why this happened is in the first author's note. Please feel free to ask any questions, I'll PM you back or answer in another author's note if you don't have an account.
1. Chapter 1

Hello everyone. I'm honestly surprised that I was able to rekindle the passion I felt for this work of mine. It's been...a trying time, technology-wise (of which the _situation_ mentioned in the original version of this work is only _one_ of rather a few) and life-wise, but I was not going to let myself just abandon this. And when I was re-reading what I had already, I honestly cringed at myself - hence this re-write.

I am the kind of person who doesn't like to reveal much, and I did notice that that translated into my work as well - it still will, but this is why I'm offering this minor explanation. Everything will eventually work out and hopefully be as understandable as it is in my head. Anyways, I hope that reading this will be as fun an experience for you as creating it is for me.

Due to the aforementioned issues, I need to re-read what I have from this site and re-write it from here, hence why my previous version shall remain posted until I have caught up.

If you all haven't gave up on me by now, I appreciate it. And if you don't mind, can you tell me what you think?

Key:

 ** _"Bold Italics" = "telepathic conversation"_**

 _"Italics" = "thoughts"_

"Underlined" = "Arachnid speech"

* * *

Chapter 1

 **Spider-Man's P.O.V**

I felt so unbelievably _stupid_.

How on Earth could I have believed that Doc Connors would have betrayed me? Well…I'm just going to blame that on the whole ageing thing.

I dimly heard the Vulture screeching in triumph, despite being old again – he's probably just glad to have my mutation out of him. Knowing that I had all of it, including the faulty genes back as well as my youth was a major downside. Then again, beggars can't be choosers… But I had no time for these thoughts right now! There was still the small matter of the Scorpion and the Vulture to deal with.

My spider-sense flared as I dodged Scorpion's tail when it whipped towards me – how _good_ it feels to be young again! – and grabbed him, throwing him into the Vulture (yes, he's an old guy. But still, a _bad_ old guy).

Hearing Doc Connors and the newcomer (scientist, judging purely from the coat) arguing, I turned around and witnessed Doc Connors nearly completely transformed into the Lizard (if the scales and the new arm were anything to go by). This was becoming steadily worse. Then… _Then_ I heard the countdown sequence.

 _10…9…8…7…_

This entire place was going to explode, and very soon. I hurriedly grabbed the scientific duo and web-swung out the window.

 _6…5…4…_

Landing heavily on the pavement outside, I set the new scientist down and yelled, "Run!" I was still carrying the Doc, who – thankfully – was beginning to return to normal.

 _3…2…1_

"Get down!" I shouted as my spider-sense reached a crescendo.

We both hit the deck.

The Neogenics lab exploded.

I shook my head to clear the ringing from my ears. Seeing that Doc Connors and – wait, was the new guy Dr Farley Stillwell? Anyways – were fine apart from a few superficial cuts and abrasions, I sighed.

 _"_ _That was lucky."_

Doc Connors was beginning to stir. I set him on his feet and draped his one good arm across my shoulders to steady him. "Are you alright?" I asked.

He breathed for a few seconds before replying, "Yes, are you?"

"Hey, I'm Spider-Man, I'll be fine."

He immediately frowned, so I could tell that he didn't believe me, but as he went to say something else, Dr Stillwell interrupted. "Well…that was an exciting experience, but I simply must be getting back to the asylum now – I suspect that they will be wondering where I am. Good luck to you, Doctor Connors, farewell Spider-Man," he said while turning and walking away.

I looked to the Doc. "Asylum?"

"… Never mind. Although I think I can stand by myself now, thank you." I nodded and stepped away, remaining vigilant as he swayed for a bit, then straightened. I turned to look at the – now ruined – Neogenics lab, the flames creating quite a heat. That was when it hit me – no Neogenics lab, no way to control my mutation. I would turn back into that monster in less than a day. As if to cement that conclusion, my sides gave a painful twinge. I looked back at Doc Connors. "I have to leave."

He tried to stop me. "I may be able to –"

"No!" I winced at how harsh that sounded – he was only trying to help me. I said again, gentler this time, "No. Even you can't rebuild that Neogenic Recombinator in less than twenty-four hours. I have to leave before I…change…again, otherwise I'll be a danger to everyone." I clenched my fists. That couldn't happen.

His face twisted and he sighed, looking from the blazing lab to the ground quickly. "I… I'm so sorry Spider-Man. After all you have done for me, I can't even help you this one time," he apologised, voice filled with regret.

I placed a hand on his shoulder. "Hey Doc, relax! You've helped me more than you know." This was true. He was my friend and had helped me out loads of times. He had also taught Peter Parker all he could. "Now come on – let's get you home."

With that, I fired my web and swung us to his address.

* * *

(Twenty minutes later.)

In my room, my web-bag was packed and I had just finished writing a quick note to Aunt May. I would have loved to write more, but time was running short already. All I had time for was:

 _Aunt May,_

 _I'm so sorry. I love you. Please do not look for me and trust me when I mean that this is important._

 _Peter X_

I sighed as I set the pen and paper down on my desk.

 _"_ _That's the best I can do."_

Next I crept downstairs to say goodbye to Uncle Ben's picture, thankful that Aunt May was a somewhat heavy sleeper. Then I travelled to MJ's house and left a small present with a note attached on her doorstep. The present was a bracelet that she had had her eye on for a while now. She would always talk herself out of purchasing it despite being drawn back, so I had saved up and bought it for her.

(It had taken a while with the meagre wages triple J sometimes gave me.)

The note attached to the box read:

 _MJ,_

 _I hope you can forgive me for not being there for you today, as well as this. I'm sorry. Please don't look for me._

 _Love,_

 _Peter X_

 _"_ _I am so sorry you two."_

I swung elsewhere quickly and glanced back in the direction of their houses one last time. Without looking back again, I swung away. For good.

* * *

The sun had come up three hours ago. I was now about a hundred kilometers out of the city. Thank God for spider endurance.

 _"_ _Have to get away, can't hurt anyone, have to get away!"_

That was the constant mantra that was blaring in my head as I ran across a plain, heading towards a forest. A steep cliff drop down towards the sea was a few metres to my right. I had no idea where I was, only focusing on the fact that I had to get as far away as possible from civilisation. My web-bag was bouncing off of my back with each stride.

 _"_ _\- have to get away!"_

I was web-swinging through the trees now, just a blur of red and blue.

 _"_ _\- get away!"_

* * *

It was late into the night hours and I was hopelessly lost. I didn't know how long I had left. My spider-sense was giving me a headache. My sides sent random painful waves through my body. Sometimes they hurt so much I cried out and fell to my knees, holding myself futilely.

I was almost out of energy – I had been going non-stop for almost twenty-four hours. My vision was clouded; I needed sleep. But I couldn't sleep. I had to keep going, so I pushed myself back to my feet.

 _"_ _\- can't hurt anyone, have to get away!"_

* * *

When the time came, the pain was excruciating. I fell mid-swing and landed on my back in the mud next to a riverbank. There, I writhed in sheer agony, no breath left to scream.

 _"_ _Aunt May, MJ, Curt, I'm sorry…"_

Then, I surrendered to the darkness.


	2. Chapter 2

Chapter 2: Awakening

 **Spider-Man's P.O.V**

The first thing I was aware of was the shifting sensation of grittiness.

 _"_ _Sand…"_ The stray thought came from nowhere.

The next thing was that I was only taking quick, extremely shallow breaths.

 _"_ _Breathe!"_

I obeyed the internal command and attempted to take a deeper breath, only to be rewarded by a painful constriction in my chest. I coughed reflexively, and what must have been at most a litre of seawater came pouring out of my mouth. I took another breath and this time I was rewarded with a set of burning lungs and a clearer mind.

 _"_ _Right, first things first. Where the heck am I?"_

I tried to open my eyes, but I couldn't open them – any of them. I lifted one of my arms and gently scraped at my elongated face with my claws. Salt soon fell from my fur in clumps, judging by the vibrations.

 _"_ _Wait…claws…and fur…? CLAWS and FUR!"_

My eyes shot open. I bolted upright and let out a yell…only it wasn't a yell. It was a…screech? My vision was all strange too – I was seeing multiples of everything in hexagonal frames! I scrambled backwards into a roughly upright position and lifted a hand up in front of me so I could see it.

It wasn't a hand I saw.

There was a vaguely palm-shaped centre with three half-centimetre thick curved claws attached to it from small stumps that may have once been fingers positioned at the top of the appendage. An experimental wiggle proved that they weren't as flexible as normal – they were able to curl forwards, but not enough to reach the 'palm', instead forming a loose grasp.

Snapping out of my morbidly shocked curiosity, I scrambled over to the sea to look at my reflection. The sun was partially covered by a cloud, but the glare coming from the sand and sea still hurt my eyes terribly.

My reflection was most certainly not 'normal': I had a longer face with three sets of glowing red eyes, three sets of nostrils, two holes in the side of my head for ears, two claws on my (now slightly triangular) feet, four extra arms, fur everywhere and two sharp, white chelicerae near my mouth. _Inside_ my maw were slightly curved, serrated teeth, a long, pointed tongue (when I stretched it, it came level with my clavicle) and a few molars at the back of my mouth. I had some torn and faded red and blue coloured clothes on, with what looked to be a black line pattern (webbing?) over the red parts, with a couple of symbols on it. I also had what seemed to be some sort of bag on my back.

I was terrified.

 _"_ _What am I?! Who am I?! Where am I?!"_

I clutched my head with my top set of claws as my breaths came short and fast. Stumbling away from the water, I fell to my knees. As if waiting for me to ask those questions, a dam in my mind seemed to break. Memory after memory crashed through me, and with them, obviously came information.

 _"_ _Aunt May, Uncle Ben – my fault – MJ, mother, father, so many addresses and locations... I'm Peter Parker, eighteen years old, my birthday is the fifteenth of August, irrelevant moments and opinions, science – lots of scientific knowledge, lessons at a university? General stuff… I am better known as Spider-Man, the vigilante/superhero of New York. I had faulty genes – a mutation disease, writhing in agony in a muddy riverbank while still humanoid, mutating, running, power plant on a cliff overlooking the sea – what? – cables, electricity, pain, falling, water, darkness…and…and…nothing._

 _"_ _Come on! I know there's more…! Nothing. Damn it!"_

I hadn't realised that I had passed out again due to that episode. Opening my eyes, having been unaware of closing them, I found myself back to lying on the beach.

 _"_ _I must have collapsed onto my side. And I have amnesia… Great."_

But…I had become the monster I was so terrified of. I was stuck like this.

I groaned. This entire thing was so _exhausting_. I wanted to sleep, to escape from this nightmare, my body aching as well as my head – from what, I didn't know. I would find out later. I couldn't sleep though, not yet at least. My spider-sense encouraged me to move – to find shelter and warmth. The surrounding temperature was slowly becoming freezing.

 _"_ _Oh no – spiders are cold-blooded!"_

I definitely had to get moving. Had to find warmth. So I struggled onto all eights and ran.

* * *

(5 days later, at the X-Mansion.)

 **3** **rd** **Person P.O.V**

An elevator rose from the lower floors. A red-headed woman and a blue-furred ape-like creature exited, chatting quietly. "Why do you think the Professor wanted to see us Hank?" the woman asked the other.

"I do not know Jean," he replied. They walked along carpeted corridors in silence until they came to an office door. The blue-furred one – Hank – knocked.

"Come in," called the seemingly untroubled owner of the voice.

"You wanted to see us Professor?" asked Jean. A bald man in a hovering golden machine turned from looking out of a large window on the opposite wall to face them.

"Yes," he answered. "Have you seen the latest news reports?"

"Yes, there was a major power cut that somehow led to an explosion at a power plant on the coast," she replied with a confused frown. "But what does that have to do with anything? Should we be concerned?"

The man sighed. "You should not be concerned about the power cut or explosion. You should be concerned – as I am – about what _caused_ those to occur."

A pause.

"Do you know what caused that to happen, Professor?" asked Hank.

"…Not exactly." Xavier shook his head. "Did you not sense something Jean, about a week ago, when the event occurred?"

She hummed in thought. "Well…I had a slight headache for a while, but other than that, no."

He nodded. "I had one as well. However, it was more severe. I have been using Cerebro to investigate, and now believe that it was a new mutant mentally calling out for help when they were in pain."

"A new mutant?!" they both exclaimed.

"Professor, do you mean to say that this new mutant was…electrocuted?" Hank ventured.

"I am not sure," the Professor replied, shaking his head. "But when I tried to search for another signal, their trail disappeared."

"What do you mean the trail disappeared?" a somewhat rough voice growled from the doorway. Jean and Hank turned sharply, startled.

"Yeah, aren't we supposed to help new mutants? Why weren't we alerted 'afore now?!" another voice called.

"Logan, Remy," greeted the Professor.

"Not just them!" a young, female voice chirped. And with that, the rest of the X-Men walked into the (now crowded) study. The team consisted of a young girl with black hair dressed in a yellow coat, a man with light brown hair and wearing red-tinted sunglasses, a coloured woman with flowing white hair, another young woman with red hair that had a few white strands and was almost completely covered in clothes, a rough-looking man with sideburns and some stubble on his chin, and finally a man with dark brown hair wearing a long brown coat. Alongside Jean and Hank, these people were known as the X-Men – a team of mutants who help humankind, even though some humans hate them.

"Jubilee, Ororo, Scott and Marie." Professor Xavier nodded. "I suppose I can tell all of you at once."

"Please do," grunted Logan, who was still leaning on the doorframe.

"I trust you heard what I told Hank and Jean a few moments ago?"

"Yep!" the girl – Jubilee – answered.

"Very well, I will continue from there. Please, take a seat, all of you," he requested, steepling his fingers, ready to begin.

* * *

(Later, in the Blackbird.)

"Hey! Urp, Cyclopes! Enough already!"

"Fine Jubilee," said Scott, laughing. "We'll go back to base now." The Blackbird pulled out of another dive and turned smoothly to head back to the X-mansion.

"Phew," Jubilee sighed as she looked out the window. "So, do you think the new mutant is okay?"

"Hmm, I'm not sure. I-I mean I'm not sure how they're doing. They _were_ electrocuted from what we can gather, but still, I'm sure the Professor and Jean would have sensed if something bad had happened," he continued hastily, seeing Jubilee's panicked look.

She nodded, relieved. "I just hope they are okay, wherever they are."

"Yeah, but seeing as this mutant has went dark, they have to have a great mental defence. Heck, Jean and the Professor can't even find them while using Cerebro. They're tough, they'll be fine."

She glanced out the window. "But they're alone out there…I still hope we can find them though and maybe – AAH! CYCLOPES!" she yelled as the Blackbird did an unexpected flip.

"Hahaha! That was hilarious – ouch!" he yelped as Jubilee hit him on the shoulder.


	3. Chapter 3

Chapter 3: Residence

(4 months later.)

 **Spider-man's P.O.V**

I had become accustomed to dealing with bullets, burns, bone injuries, concussions, cuts and even a couple of illnesses (rare and in between as they were) all by myself. As well as the inconsistent headaches. After all, who would want to help a monster? Nobody, obviously. I had tried my best to avoid people at all times, but needless to say, there were a few encounters that could have gone substantially better. 'Better' meaning not happening in the first place seeing as I usually scare the living daylights out of people and in turn they attack me or run screaming in terror. But finally, I had arrived in New York City, despite numerous mistakes on my route here.

My abilities had certainly come in handy. Stealth, speed, power, stamina and more. There are always downsides though – quite a few of them in my case, but I've learned to deal with them and survive.

If there is one thing I can enjoy about this state I'm in, then it's the running capabilities. My whole body and mind work in perfect sync to achieve that fabled runners' high. Currently, I'm leaping across rooftops, avoiding detection, heading towards Queens – towards my former home. I need to see the two people I care about most, the only living people I remember, even if they can't see me.

I arrived in approximately half an hour.

Aunt May was home. As far as I could see, she looked thinner than what I remembered, and there was a mournful atmosphere seemingly permeating the area around the house, stemming from one woman. I couldn't bear to see her like that, but there was nothing I could do. Nobody could ever see me again, not with me being the monster I am now. Her nephew doesn't really exist anymore. I can't even talk! Well…I can speak arachnid, but what use is that?

Mary-Jane wasn't home. After some thought, I decided to see if I could find her in the area using my heightened hearing and sense of smell. I warily expanded my hearing range by flexing my fur and muscles and inhaled deeply through my six nostrils.

 _"Gah! Bad idea, very bad idea."_

New York was too loud for my sensitive ears, and the acrid scents were overpowering. I absently surveyed the area instead as the evening drew to a close. It was beginning to get colder, so I knew I had to move in spite of how much I longed to stay and watch over this neighbourhood.

 _"It_ is _almost night… I need to find somewhere warmer to rest."_

Having spider endurance meant that I could go without sleep for far longer than an ordinary human and easily be more active at night, like some spiders, but the cold temperatures could still hurt.

I shot a web from my top-right arm (my web-shooters being unneeded now. I probably smashed them when I mutated anyway…) and swung towards the outskirts of town, avoiding the noisier areas of New York. Flexing my inner ear muscles and adjusting my fur helps me cope with the noise, but that has its limits.

At least I can somewhat control my webs now – I'm able to retract them back into my arm to conserve the energy required to produce new ones. When I used the home-made machines, I could only shoot and leave them where they stuck. The sticky webbing still degrades rapidly within a couple of hours, but only if I sever it and leave it behind.

Around another half hour later, I was still searching. The temperature was dropping slowly, but steadily. My spider-sense was urging me to get away from the city, where so many things could go wrong, but I wanted to stay as close as I could.

Eventually, I found a cave in the side of a mountain on some person's estate, about an hour's travel northeast of Queens. The land stretched on for acres and acres and had a rapid river running through it – forming a waterfall along the way – until it ended in another waterfall falling into the sea. It also had a nice, large forest with plenty of tall trees and, of course, the mountain I was setting up residence in. There was another cave nearer the top, but I chose the one at the base as it was closer to the river and it was deeper as well. Perfect for the unfortunate times I experienced. Overall, this place was great, especially with the sheer size of it. I got to work settling in.

First, I rolled a large boulder from the around side of the mountain into the cave and set up a web mechanism that allowed me to move it to cover and uncover the entrance to the deeper part of the cave while I was in that area. I had to create narrow tunnels for that to work, and air holes so I wouldn't suffocate in there, which meant that I had to use my acid, aura, and near-indestructible pure white webbing from my middle set of arms. There was – thankfully – a natural rock formation that could be used as a shelf at the far end of the right wall, close to the ceiling. I placed my clothes there, alongside a small web-pouch containing my spidey-tracers and their remote signal receiver. (That was what was in the bag – all of my belongings relating to my Spider-Man escapades and a few extra items of clothing. The suits were tight though, made for a humanoid body and not a monstrous giant spider. I would have to get new ones…) I also placed a somewhat curved block of wood on the shelf. (I had discovered that I was quite good at carving with my chelicerae. The slow actions and focus it required was able to calm me down when I began thinking too much.) After that, I was finished setting up and stepped back to look around.

 _"That's a pretty good job if I do say so myself… Well, who else would say it? An alien from outer space?"_

I shook my head with a snort, returning to the satisfaction of completing my work. Now, for a finishing touch, arguably the most important one for me nowadays…

I stretched my bottom set of arms out and slowly released fine, silky webbing, feeling it being tugged by the air. Then I spun myself a pleasant little nest on the ceiling at the back of the cave. It would be fine as it was easily destructible (all I had to do was spit acid on it), so if anyone ventured over here, it had a quick disintegration. Although I would rather not destroy it if I could help it, seeing as it is quite comfy and doesn't disintegrate quickly on its own, unlike my sticky webbing does after a couple of hours. It soothed me. Another side effect of the monster I am now, I'm guessing. But I did like to curl up somewhere soft when I was humanoid if I recall correctly…

With everything sorted, and being quite exhausted from my journey and using my acid, aura and webbing, I crawled up and settled for sleep, hoping that I could stay here a while and that the inhabitants of that mansion wouldn't cross paths with me.

I could just feel myself dozing off when it struck.

 _"The pain!"_

I fell from the ceiling and writhed on the cave floor. I couldn't help but let out a pained shriek while thrashing wildly, clutching at various areas as the pain flared randomly, cutting the noise off quickly. It was as agonising as always, but it was so _unexpected_. When the fit passed, I just lay panting on the ground for a while. These pains had been occurring for the past two months, and were a major, well, pain. I sighed. The mutation pains still existed, to a slightly lesser extent albeit, after my mutation. Releasing a guttural groan, I decided a drink was required. Stumbling to the river on all eights, I gulped the water down greedily, relishing the feeling of the liquid sliding down my throat. Despite the fact that I hadn't heard anything, I glanced around cautiously seeing as I was right out in the open. During that glance, I saw it. That tree. The Uaman tree. I recognised it up close because of the unique shape of its trunk and leaves. A quick brush against its bark only confirmed that this was it. Smooth yet somehow grainy. I remembered reading about it in that book – it was almost extinct, and the reason why was its sap: one of the most powerful pain suppressors in the world. Now, I don't know what possessed me to do it, but I burrowed one of my chelicerae into it and struck a sap vein.

It was nice, in a strange way. I sucked the sap through a tiny passage in my chelicera that I hadn't even known existed until my spider-sense warned me to stop. Somehow, I could sense that it was a good decision and that I wouldn't be getting those horrible pains for a while.

 _"… Good riddance."_

It looked as if this place had everything I could need. With that, I walked slowly back to my cave and settled in the drapes of my web once again, my surroundings warming incrementally with my body heat. The brief scent of a rabbit reached me as my body and mind were slowing, and my stomach twisted.

 _"I'll have to hunt tomorrow…"_

With that in mind, I fell gratefully into a light sleep, still wary for any danger that may come during the night.

* * *

(Fifteen minutes earlier.)

 **Beast's P.O.V**

I was in the lower lab when I heard it. That noise. I almost dropped the flask I was holding due to my surprise. It was such a painful, wild cry. I tried to match it to any animal calls I had heard but couldn't. However, it stopped as soon as it had begun and the animal within me did not appreciate that.

 _"Just what time is it?"_

I looked at the clock.

 _"Quarter to one in the morning? I never thought time could go by so quickly."_

Still puzzled by that noise, I tidied the lab and made my way to my room, only just beginning to realise exactly how tired I was. Certainly, I did not need sleep as much as some of the others, but I did still require a regular sleep pattern.

 _"I'll have to remember to ask if anyone else heard that noise in the morning."_

That was my final thought as I fell asleep.

* * *

 **3rd Person P.O.V**

He forgot.


	4. Chapter 4

Chapter 4: Discovery

(Two days later.)

 **Spider-Man's P.O.V**

I had finally seen Mary-Jane. She was at her house this time and appeared to be a little thinner too. Her movements weren't as…fluid as they normally were, instead noticeably slower as she cleaned her living room.

 _"_ _I am so,_ so _sorry."_

I couldn't take it anymore. It felt as if this monstrous muscle in my chest was tearing itself apart.

I absently webbed a mugger in an alley before fleeing back to my cave. All the way there I couldn't pull my mind away from thinking about the ones I had hurt as I protected them.

I suppose that's why I never noticed the truck.

The noise of the traffic blended together in the back of my mind, so I only noticed that one was too close too soon when it was too late to do anything about it. My spider-sense blared as it skidded around the corner when I was "walking" across the road outside of the grounds I was staying on. (I had taken to making my way around on all eight limbs most of the time.) I tried to jump out of the way, only for the truck to hit my waist as it careened down the road, wheels screeching as the brakes were applied. I suppose I was lucky that it was only a glancing blow, maybe because I was close to the opposite kerb, or maybe the driver tried to swerve to avoid the perceived 'monster', but that was all it took to send me flying into a tree.

 _"_ _Ouch, pine trees are_ hard _."_

Thankfully I landed in the cover of bushes. The truck driver wasn't so lucky. He was definitely speeding. The vehicle hit the steel divider and overturned, scraping along the ground. My fur flattened and I slammed my top claws over my ears at that point, managing to block out most of the noise. Then, a police car with sirens on (what seemed like) full-blast came tearing around the corner after it.

I was ready to pass out at that point. I almost did.

Thankfully, the policewoman turned the sirens off and looked to call for assistance before exiting the vehicle and going to arrest the man, who was trapped in the truck. I snorted.

 _"_ _Geez, glad I could help. Attempted robberies and car chases are always on the menu."_

Shaking my head slowly and blinking away the spots in my vision, I stood, only to have my left leg and bottom-left arm buckle. Well, they had taken the brunt of the collision, so it made sense for them to be sore and unsteady for a little while.

 _"_ _Great, just great."_

I felt a little dizzy still, and belatedly reasoned that a few more minutes hiding here couldn't do any harm, so I crouched and rested until my dizziness faded. Everything still felt a little numb, but I decided to move after those few minutes were up.

Testing my leg and arm could bear my weight sufficiently, I crawled out of the bushes in the direction of my cave, but I only managed half a dozen steps before I stumbled into a tree.

 _"_ _Cripes. It's not that bad, just keep mov-"_

 _SNAP!_

My head snapped up and I focused on the direction that sound came from. It was too close for comfort.

 _"_ _A person, eight, maybe nine metres away? Drat! Move it!"_

They were getting closer. Too close. I scrambled back onto all eights, not bothering about the lingering ache as my spider-sense began to ripple.

For the fifth time in (what I remember of) my life, I wasn't fast enough.

I heard a sharp scream and jerked around. The girl and I locked gazes as I sensed my aura flare inside for a second.

Then I ran.

* * *

(Twenty minutes earlier.)

 **Jubilee's P.O.V**

"Going out for a walk!" I called to Rogue, who was sitting watching a movie and eating popcorn like there was no tomorrow.

"'Kay Jube, see ya later," she managed to mumble around a mouthful of the salty treat, waving a gloved hand without turning from the screen.

I giggled quietly to myself. As I was leaving via the front door, I heard Gambit enter the room and take a seat. He started talking and Rogue "shushed" him in clear irritation. The giggle upgraded to a light laugh.

It was nice outside, and I wandered off the paving and started walking through the woodland, heading towards the cliff path.

 _"_ _This sure is a swell day. Hey! Maybe I can practice firing my plasma again! I_ really _need to work on my aim."_

Just as I thought this, I heard the distinct sound of metal on concrete coming from my right. Sirens soon came after.

 _"_ _A crash! Oh my gosh it's so close to the mansion. I have to check it out!"_

I took off running towards where the commotion came from. I was out of breath by the time I got there, although I was just in time to distantly see a policewoman arresting a man who was attempting to climb down the side of an overturned truck.

 _"_ _He must've been speeding, the dweeb. Oh well, nothing I can do here."_

Then I heard a rustling in the bushes. I slowly, silently backed away from my spot behind a tree and went to take a peek when;

 _SNAP!_

 _"_ _Ah! Oh…that was silly. It's just a twig. Why am I so jumpy?"_

The rustling had stopped. Shaking my head at myself, I walked forwards slowly and let out a small scream. I had no idea what it was. In fact, I didn't even get a good look at it. I was drawn to its eyes. The red, glowing ones looking _right at me_. Our gazes locked for less than a second, then it – whatever it was – bolted away. It disappeared so fast it was as if it had never been there. I stood frozen in shock for a split second longer, then I ran.

* * *

 **3** **rd** **Person P.O.V**

The mansion doors burst open just as Logan and Scott were walking down the hallway, meaning Jubilee collided with them as she sprinted inside. They all fell to the floor in a mess of limbs with lots of incoherent exclamations.

"– sheath your claws Wolverine! There's no attack, it's just –"

"Guys! I just saw –"

"Geroff a' me the two a' ya!"

All of this yelling and scuffling attracted Marie and Remy's attention. It _was_ interrupting the movie after all. "Hey, just what are you lot doin' out 'ere? We can't hear the movie!" said Rogue indignantly.

"Yeah, what's goin' on?" added Gambit. Combine this with the rest of the confused yelling, and you had quite a commotion on your hands. The remainder of the team came running from wherever they were, thinking there was some kind of emergency.

"What is happening here?!"

"Everyone, please! Calm –"

"We can't hear the movie!"

"What are you three doing on the floor?"

"– get yer elbow outta my face!"

"Jubilee –"

 ** _"_** ** _QUIET!"_**

The strong mental command brought silence quickly. This came from no other than Professor Charles Xavier, who was in his office, the next floor up.

 ** _"_** ** _Good, now I suggest that you all come to my study so we can discuss this properly."_**

With that, the mental link faded and the (now untangled) team made their way to the study in silence. Once there, Beast knocked and they all trooped in.

"Now, would someone care to explain to me what happened?" the Professor asked.

Jubilee stepped forward. "I caused that mess downstairs. Sorry guys, I shouldn't have run in like that," she apologised, rubbing her arm sheepishly and looking at the group around her.

"I can forgive the disruption of peace Jubilee, but what caused you to run inside in such a panic?" Charles questioned.

"Well, I saw something outside today and it was real…strange – I've never seen anything like it before, not that I got a good look at it, but…"

The Professor hummed in thought. "May I see?" he asked, gesturing to her head with a hand.

"Sure!" Jubilee nodded in response.

The Professor closed his eyes and focused, witnessing what Jubilee had seen using his telepathy. It was over in less than a minute and he then sat back, proceeding to share the memory with everyone else.

Scott interrupted, "Just what the hell is that thing?!"

A look from the Professor silenced him. "Whatever it is, we must search for it. Based on the brief look at those eyes, it could be on the hunt. For the safety of this school, we cannot have it running loose in the grounds," he said.

Nothing more needed to be said after that. The team got to work.

Jean headed off to see if she could find and track it using Cerebro, Rogue and Storm would fly over the grounds to see if they could spot it and Cyclopes, Beast, Wolverine and Gambit would search on the ground in pairs while Jubilee would go and fetch a drink to calm down from the experience, staying safely inside the mansion with the Professor.

* * *

(One week later.)

There was no trace of the creature found throughout the grounds. The X-Men had been searching all week and had no results. It seemed like Jubilee's mysterious creature had vanished, moved on. They remained cautious for a while, but didn't worry or look for it anymore. Life returned to normal.


	5. Chapter 5

Chapter 5: Spotted

 **Spider-Man's P.O.V**

I heard them looking – how could I not? I even saw a few of them, but I made sure that they never saw me. Until today. My leg and arm were fine and I could use them well again, so I didn't have any particular worries as I decided to investigate.

There were two of the people out in the grounds; the same girl from before and another woman. All of the ones I had seen seemed to be mutants, like me. Two of them could even _fly_ for crying out loud. Yet I still wouldn't – couldn't – communicate, so I stuck to the plan of staying unnoticed. These mutants also looked normal, unlike me, so I wouldn't fit in anywhere apparently.

 _"_ _Not that I want to anyway."_

After taking a look, I silently made my way in the opposite direction of those women. A few minutes later I was back near the river. The water was slower today and the gentle splashing was pleasant to listen to. There was also a large rock sitting by the water in a patch of sunlight; an ideal warming spot, so I draped myself over it.

 _"_ _Mmmm…this is nice."_

I permit myself to fall into a light doze, soaking up the warmth and relaxing for a short while. It couldn't hurt, could it?

Tweet!

 _"_ _What?"_

Tweet! Tweet! Tweet!

My eyes cracked open as I focused on where that was coming from. The call was high pitched, so it was probably a young bird.

I went to investigate. Unfortunately, the bird seemed to be close to those people, but it sounded distressed and I couldn't just leave it. I would just have to keep out of their sight, so, keeping close to the ground, I crept nearer, my spider-sense beginning to buzz lowly in the back of my mind.

* * *

(Ten minutes earlier.)

 **Rogue's P.O.V**

Jubilee asked me if I wanted to come with her for a walk. I agreed – I could tell she didn't want to be out all on her lonesome because of that ruckus a week ago, and a walk did sound pretty nice. "'Kay sugar, let's go," I replied with a wink and a thumbs up.

We ended up walking through the woods like any of us always end up doing, chatting about the new hairstyle (that had required quite a bit of hairspray to stay in place. Needless to say, I wouldn't be doing it again) I was trying out before something out of the norm was heard.

Tweet! … Tweet! Tweet! Tweet!

Jubilee and I stopped. "What's that?" she wondered aloud.

"A bird obviously," I chuckled, "But Ah dunno what's up with it – let's check it out."

It turned out a baby bird had fell from its nest. The mother wasn't anywhere to be seen. "Aww, Rogue, can you help it?" Jubilee asked me.

"O' course sugar," I answered – I wouldn't leave the poor critter crying like that. But just as I stepped forward, I heard a gasp from behind me that caused me to turn and follow a frozen Jubilee's line of sight. A dark furred and clawed limb was barely visible from the edge of a bush.

 _"_ _What the -?!"_

I raised my fist as the bush rustled and a second furry, clawed – paw? – appeared, but I didn't really mind too much about that. Those eyes were what had my attention.

* * *

 **3** **rd** **Person P.O.V**

The rest of Spider-Man followed, his aura flaring inside briefly for a second once again then holding steady.

As the two females' eyes locked onto his top pair, he slowly swayed, testing the reaction, pleased when they never looked away from his gaze. Holding the stare, he slowly crept closer to where the bird had landed and gently nudged it onto his top-left claw with his chelicera. Spider-Man then stood up on his feet and reached up, careful to not drop the chick or look away from the pair, depositing the bird back into the nest. It chirped happily. Satisfied, Spider-Man slowly crouched down and got onto all eights again, backing away into the bushes. Once there, he blinked and ran.

Back near the tree, the two females seemed to come out of a daze. "What just happened?" asked Jubilee, matching Rogue's actions and massaging her forehead lightly.

"No idea," the redhead replied, dropping her hand. "But Ah do know one thing, we gotta get back to the mansion and tell the others!" They took off, running back the way they came. Neither of them were clear headed enough to notice the baby bird, sitting back in its mother's nest.

* * *

For a second time in under a fortnight, the mansion doors burst open, causing Gambit to groan, "not again" from the kitchen and look out after the two figures racing down the carpeted hallways towards the library. Once the two came to a halt in front of the door, Rogue and Jubilee took a moment to get their breath back, then knocked and entered. "Good afternoon girls, what can I help you with today?" Xavier asked. "I could hear you running down the halls."

"Professor, we saw that thing again," explained Jubilee hurriedly.

Frowning, the Professor closed his eyes and linked their minds, experiencing the memory. Noticing the clawed limb in the bushes, but more importantly those pair of orange-tinted, glowing, _moving_ , red eyes.

The same eyes as before.

 ** _"_** ** _Everyone, come to the library immediately."_**

* * *

 **Wolverine's P.O.V**

I heard the command.

 _"_ _Oh_ great _."_

Twice in under two weeks? This wasn't good.

 _"_ _I wonder what it is this time."_

When I got to the room, everybody else was already there. As soon as I sat down, the Professor started talking. "Jubilee and Rogue have spotted that creature again."

"WHAT?! How –" I interrupted, nearly leaping from my seat.

"Calm yourself Logan, it appears to have either returned from wherever it had gone, or has simply evaded our attempts to find it. We are lucky that it never brought harm to Jubilee or Rogue, seeing as it was close enough to do so." He steepled his fingers. "This most recent sighting has confirmed that it is a predator; forward-facing red eyes, claws and a large size, judging by proportion. However I do have a question; what were you both doing out there today?"

"Um, we heard a baby bird tweeting and found out that it had fell from its nest. Rogue was going to help it, but then that creature showed up… Why can't we ever get a good look at it?" Jubilee pondered.

Now, I have to admit, I was pretty curious about that too. This thing shows up, right out in the open, and all they saw, first and foremost, were its eyes? Something wasn't right here.

"Well, seeing as only Jubilee and Rogue have spotted this creature, let's think. What do they have in common with each other?" Beast asked.

"We're both gals sugar," answered Rogue after a lull in conversation. I caught Jubilee mutter about how they forgot to check on the bird before Beast spoke.

"Precisely," Beast said, pointing. "Maybe whatever effect it has been having on you only effects females. None of us have seen it yet," he said, gesturing around at the men.

"So, what?" I grunted. "Your saying it's been hypnotising 'em like in the old Dracula tales?"

"That is unclear as of yet," Beast answered seriously in spite of my sarcasm.

I blinked, but as I was about to retort by asking what he meant by that – "as of yet". Nothing else would be happening if we had anything to say about it – the Professor spoke up. "If this is indeed a valid hypothesis, then I do not want any of the women to explore the grounds by themselves."

There was instant uproar at this – all from the girls of course.

"Hey! We're perfectly capable of taking care of ourselves thank ya'll very much," Rogue exclaimed indignantly.

"Ororo and I haven't even seen it yet!" Jean input, looking over to Storm and back to the Professor.

"Agreed, it might not have the same effect on us at all," said Storm, a displeased tightening of her lips noticeable.

 _"_ _Haha, never insult a woman without a good reason, not that it was intentional – and there is a good reason – but still."_

The Professor remained quiet until most of the tirade had stopped. "Please, calm yourselves. Be as it may that you and Jean have not seen it yet Ororo, it could still affect you, or effect the men as well. We have no way of knowing what its temperament is, so you could all be in danger and unable to defend yourselves at a crucial moment. Or this creature could simply sneak up behind you. No one is to go out into the grounds by themselves until we have more information. Am I understood?"

There were murmurs of consent from around the room, mine included, however begrudgingly.

"Dismissed."


	6. Chapter 6

Kuchiki_Erza, this is based on Spider-Man: The Animated Series from 1994. I loved the first and second seasons, but 'Man-Spider' always stuck with me.

* * *

Chapter 6: Surveillance

 **Spider-Man's P.O.V**

 _"_ _I hadn't really considered it hypnotism…although I suppose that title works."_

The mutant group had just finished their conversation, which I had listened in on from a tree about a mile away, I think. This 'Professor' was apparently the one in charge of the group, and now I had names to go with some of the voices.

I am glad that my trick worked too and that their main focus was on my eyes. Although I'm not sure if it would work on males either.

 _"_ _Hmm…that would be useful, but somehow I don't think so."_

There were still a few things to figure out about myself, but the idea of using my aura to 'hypnotise' males didn't feel right. Okay, my hypnotism trick only works on females. When I want to and if I feel like I can control my aura. I can't have myself walking around and hypnotising any girl just by looking at them. And if the one they call 'Professor' wants them to go out in pairs or more and have a female accompanied by a male partner, then fine. It's not as if I'm going to be intentionally bothering them. In fact, doubling the noise with the chance of a conversation will help me to avoid them.

 _"_ _Oh, what's that?"_

I started listening in again. The Professor person and another male were talking. Odd, the other male seems to have a more animalistic heartbeat. Suddenly, my stomach rumbled, complaining again.

 _"_ _Ah. I haven't had a "normal" meal for about eight days, is it? I'd better get something to eat. Then I'll be watching a movie without any visual."_

A raspy hiss that passed as my version of a chuckle passed my lips at my weak joke before I jumped down from the branch I was sitting on and dug up a chicory plant. It was probably one of the better things to eat out here. I've only been able to eat from the land around me after all, unless I hunt. I can go a while without eating consistently, but I had to consume some liquified meat – like a true spider monster – at least every five days, otherwise I become weaker quite quickly. I could still eat the meat without liquifying it, but it didn't seem to last me as long. Basically, I was used to feeling hungry, but I knew my limits.

I washed the plant in the river before climbing back into a tree and started plucking the flowers off with my tongue. As for the roots, I sliced off a section with my right chelicera, caught it on my left one and tossed it back into my mouth. It sounds a bit complicated, but this is how I eat. I've long since became accustomed to the taste of such food items anyway, but I did still feel guilty about borrowing that book without permission.

I needed to learn what I could eat, and I left it on the doorstep after I was finished… Finishing it did take quite a while though.

Back to the conversation those two were having.

 _"…_ _A new mutant…? An_ old _new mutant? That doesn't make any sense…anyway, this should be interesting."_

* * *

(In Professor Xavier's study, 5 minutes earlier.)

 **3** **rd** **Person P.O.V**

The Professor had asked Beast to stay behind. Once the others had left, Beast asked, "What is it you wished to discuss with me Professor?"

"Do you recall that I asked you here, several months ago now, about that new mutant signal I received?"

"Certainly, how could I forget? However, neither Jean nor yourself could locate them again, even while using Cerebro. We gave up the search after three weeks had passed with no significant breakthrough."

"I know old friend. But I find myself uneasy with this entire situation we now find ourselves in."

"How do you mean?"

"… I am not entirely sure myself."

* * *

 **Spider-Man's P.O.V**

I snorted a little at that.

 _"_ _A Professor who isn't "entirely sure" what he's talking about. It is amusing."_

Not the best material I readily admit, but I had to take any humour I could get in my new life.

The next part of their exchange had me sobering quickly though.

* * *

 **3** **rd** **Person P.O.V**

"You're not _entirely_ sure?"

"No, but whenever I have been witnessing this new creature through Jubilee's memories I have felt a detached sense of…recognition, I believe," he confessed, frowning lightly.

* * *

 **Spider-Man's P.O.V**

So, he had telepathic abilities…

 _"_ _Wait – a detached sense of recognition?!_ Recognition _?!"_

I was paying rapt attention now, even staring in the direction of the mansion as if that would help. He could know something about my past!

* * *

 **3** **rd** **Person P.O.V**

"From within yourself Professor, or somehow from this creature?"

"That is what I am uncertain about."

Silence aside from a thoughtful hum on Beast's part.

"There is one thing."

Beast tilted his head in silent query.

"It is true that we need to capture it, but I would like to observe its behaviour first when it is free from captivity. Perhaps we can possibly leave it be on the grounds if there is no threat and we can contain it here. To do this I would like you to set up wireless cameras around the river and through the woodland. I would like the feeds to be shown here, on my laptop if that is alright."

"Of course, Professor, I'll see to it right away."

* * *

 **Spider-Man's P.O.V**

 _"_ _I've already been away from here, sorry to disappoint guys but that is not going to change when there are people I can help."_

I finished my food.

 _"_ _Surveillance though? This is going to be fun."_


	7. Chapter 7

Chapter 7: Footage Trouble

(1 day later.)

 **Xavier's P.O.V**

The situation was becoming quite frustrating. Despite the cameras having been set up, they had captured no sightings of this elusive creature, with the issue being that the cameras were positioned strategically throughout the grounds to cover nearly all areas of my land. They were never placed more than five trees apart throughout the forest and covered all points of the river and the cliff path. There were also cameras monitoring the entrances to both of the mountain caves. I had also tried, once again, to use Cerebro to help me track this creature. Despite it being significantly more difficult to link with an animal, it was possible to feel the base instincts. This attempt, just like the many others, proved that it was, in fact, not possible with this creature.

Currently, I was watching the footage in my study. If I had patience, I would surely spot it at some point. "All things come to those who wait." – Violet Fane, 1892.

When I lifted a hand to massage my eyes, a knock from my door caused me to pause for a moment. Collecting myself, I called, "Come in."

"Professor," was Wolverine's greeting when he entered.

"Logan, what can I help you with today?" I asked, closing the lid of my laptop.

"Jus' wanted to tell you, earlier me and Gambit went out to see if I could get a scent for that thing and track it."

I frowned lightly. "Was there any success?"

"That's what's botherin' me," he grunted, leaning against the wall. "I couldn't track it at all. Was only able ta catch a slight musky scent, but there wasn' any way to properly trace it from the surroundings. It was like it just blended in, or faded." He irritably scratched at his sideburns, looking off to the side in clear annoyance.

I laced my fingers together, feeling the wrinkles of old age, clearer than usual. "Curious."

Another grunt, nearly a growl. Then; "That was all – I'll see you later Professor." I nodded as he left and opened my laptop again. I knew other matters required my attention, but they were nothing truly urgent. This creature's temperament and risk level needed to be determined, so I could not rest peacefully until I was assured that this posed no danger. I would rest when I absolutely needed to, unless something else that was urgent required my attention.

I was also extremely curious about this being's existence.

 _"_ _However, I must make sure to not spend too much time on this."_

Hold on, one of the cameras was offline – a section of my screen was dark. **_"Hank, I need you in my office, as soon as you can please."_**

 ** _"_** ** _I'll be right there, Professor."_**

 _"_ _What could have happened?"_

Hank arrived after a few minutes had passed. Remarkable, considering he had been in the lower lab, working on another project. "Did you see something Professor?"

I shook my head. "No Hank, in fact, I cannot see anything at all on one of them."

He peered closer. "What could have disrupted the video feed?" he asked rhetorically, a finger placed at his chin. "Hmm – I suppose it could be a minor lapse in power, but I shall go and check over it just in case."

"Thank you. Remember, be careful out there and mind to take one of the others along with you."

"Certainly," he replied as he left.

* * *

 **Cyclopes' P.O.V**

When Beast asked if I could go out for a short while with him, I had to say yes. He couldn't go out on his own, and a part of me wanted to see this creature. Only Rogue and Jubilee had seen it, and they were put into some sort of trance!

We walked down the cliff path and when we reached the base of the cliff, Hank led me over to a tree and jumped up onto a thick, low-hanging branch, asking me to keep watch. I did a cursory glance around as he started fiddling with…was that a _camera_? "Yo, Beast what's a camera doing up there?"

"This is one of my own wireless surveillance cameras," he answered, not looking away or pausing in his apparent inspection. "Charles asked me to set a few of them around the grounds so we have another way of keeping an eye out for that mysterious creature."

"O-kay," I drew out, thinking it over. It did make sense.

He flicked a switch, looked confused for a second before shaking his head and jumped down. "There, task complete." We began heading back towards the mansion.

 ** _"_** ** _Scott, Hank, another camera has just gone offline, by the first waterfall. Can you check that one?"_** I heard the Professor asking in my mind.

 ** _"_** ** _Sure Professor,"_** I replied as we changed direction.

When we arrived, Beast ended up doing the exact same thing as before; jumped up, looked, flicked a switch, and back down again, looking even more confused.

"Same as last time?" I asked him. A troubled expression was my answer.

As we neared the mansion, the Professor contacted us again, telling us that _two_ more cameras had gone offline. We ran to the nearest one – a tree near the entrance gate – because I could tell Beast was starting to be bothered by this. It was, yet again, the same as before. Then the Professor contacted us _again_ to tell us another _three_ cameras had lost their visual. He was also beginning to sound frazzled, and told us to be careful.

We split up.

Probably a bad idea, but Beast had expressed his concerns about intruders, like the incident that happened…geez, it's nearly been half a year now, ago. He told me to just flip the switch that was on the back of any camera I needed to fix.

 _"_ _Don't waste any time and be ready to take the glasses off."_

After the internal reminder, I uncovered the first camera in a bush, flicking the switch and hurrying to the next two.

 ** _"_** ** _Excellent work Scott. Return to Hank, I do not want the two of you separated for more than need be."_**

 ** _"_** ** _Sure thing, Professor."_**

I started to sprint. Now _I_ was extremely bothered by this whole ordeal.

 _"_ _Just what is going on?"_

* * *

 **Beast's P.O.V**

 _"_ _I don't understand. How could they have all been switched off?"_

I was – for lack of a better word – stumped. The cameras should have picked up anyone nearby their location, yet they hadn't and it was too much of a coincidence that all of the switches had been hit with branches.

Especially with how far they were placed apart. There had to be a group of people, maybe with new, advanced technology that blocked video detection?

 _"_ _That will be a further worry in an already worrisome situation. But neither Scott nor myself have seen or heard anyone and technology can only do so much to mask a physical presence. The only other thing in the grounds is that creature, but animals cannot work technology – they cannot even comprehend it. And again, they are so far apart. So who is doing this?"_

Nobody apparently. I shook my head in frustration.

Switching the last one back on, I turned and swung through the forest to re-join Cyclopes.

* * *

 **Spider-Man's P.O.V**

This was quite funny. Scratch that, this was hilarious.

My distraction had worked better than I could have hoped. The two out in the grounds were running around like crazy while I quickly made my way back to the mansion. If I could only get two of them outside, I would have to take it.

Of course it was me who had been turning off the cameras. They were ingenious but of plain design. Apparently, the animalistic heartbeat belonged to a blue-furred, ape-like scientist. The oddest of the group I had seen so far, but he still had the correct number of limbs and could speak properly. He was also a pretty good inventor apparently.

The placement of the cameras were what had let him down though. All I had to do was scale the cliff face and stick to using the tree branches, above the range of the devices.

I had opted to watch him for a while instead of the other one they call Cyclopes, or Scott. There was something about this 'Hank'. I had the feeling that I had seen him before, possibly even met him. He could be in one of my memories.

The same feeling was there for the other members of the team too, but not to this extent. He invoked a slightly more intense sensation, but as nothing more was forthcoming, I reluctantly gave up on chasing a possible memory that wasn't ready (or...maybe wasn't even there) and continued with my plan.

While they were hunting down the cameras with help from the Professor – at least, I assumed they were seeing as they didn't have any other immediate way of knowing where to go – I would be paying a little visit to their home.

 _"_ _Why would you put a switch on the back of your wireless cameras though? Why not a remote control? Unless the purpose was for them to be small enough to not be seen, but surely a small receiver could have sufficed…"_

I rolled my eyes. Time to focus. I could tell where the other people of this team were, so I could sneak past them and try to find some information about who I was potentially going to be up against. They were certainly making an effort to try and find me.

It turned out that the mansion had underground floors as well. I could feel strange vibrations when I was nearby earlier, which struck me as odd. Why would a mansion need underground floors? And what could cause such powerful vibrations from down there?

I swung onto the roof, ready to see if I could open one of the skylights. Standing upright and sliding over to one, unsure of where to start, I placed my claws lightly on the glass.

Bad idea.

My spider-sense started going haywire after a few seconds. I couldn't see any danger, but I heard it. My fur bristled as I twisted around.

A giant robotic claw was reaching for me. I tore it in half.

 _"_ _That was almost too easy…"_

I was right.

Four more of those claws appeared from hidden panels on the roof and started lunging towards me. I dodged them with relative ease.

 _"_ _Agility – got to love it."_

I disposed of the rest and decided to see if there was another way in instead of a skylight, following the remains of the arms to discover a metal covering near the back of the roof that I pried open.

 _"_ _Why would they need to defend this?"_

After warping the metal a little more to make sure my claw marks weren't too obvious (hopefully), I dropped onto all eights and ventured in.

 _"_ _I'm probably going to regret this… Spider-sense, shut up!"_


	8. Chapter 8

Hello again. Apologies for the delay, but there were more technical issues. Honestly, if I was not living it, I wouldn't believe it...

* * *

Chapter 8: The Base

 **Xavier's P.O.V**

I jolted as the alarm began blaring. Hank and Scott were only beginning to return, but something else was already here. I hurried to the computer panel hidden in the wall and accessed the mansion's camera feeds to see what the danger was, spying the remainder of the X-Men suiting up and running to the lower floors. Yet the lower floor cameras had no visual feed.

 _"_ _What on Earth is happening to all of the cameras today? Has something damaged the underground floors' power supply? Could the intruder be running interference?"_

I contacted Jean, who was leading the group. **_"Do you have a visual?"_**

 ** _"_** ** _No Professor, but the cameras seem to have been melted down."_**

 ** _"_** ** _So that is why I cannot see anything. Keep me updated."_**

 ** _"_** ** _Yes Professor."_**

I rest my forehead in my palm briefly. Looking at a spot above the door, I resented the fact that all I could seem to do lately, was wait.

* * *

 **Spider-Man's P.O.V**

 _"_ _That alarm almost made me pass out. At least I took care of the cameras down here, but those people are catching up. Looks like I'm going for a run…across a ceiling…in a maze."_

This place was like a labyrinth, and those people were the herd of minotaurs with a home front advantage.

I did regret coming in here.

(Flashback)

I had just come out of a round, windowless, metal room the tunnel had led to. Some kind of contraption had tried to force me into a metal straightjacket, so I pulled the entire thing out of its place, snapping _something_ in the process.

Once outside, I had to choose right or left. Spotting a shape on the wall down the left corridor, I went that way, listening to the activity on the upper floors. Everyone seemed quite relaxed, which was good for me. There was less chance of being detected.

Approaching the panel and standing upright like a human again, I swayed a little before regaining my balance.

 _"_ _Whoa…unsteady. How long has it been since I stood up properly asides from today?"_

I peered closer at this strange panel and hesitantly tapped on it, only for it to open up into a computer screen right before my many eyes. A touch screen, apparently – this was a very high-tech place.

The thing is, I can't see as well as I used to because I now have six eyes. My vision is relatively in focus and I can still see in detail, but everything seems quite small in the hexagonal frames and sometimes blurs together when my surroundings are bright. That was why, with a further tap, I didn't see the box for something like an authorisation code appear after I drew up a few files that were evidently restricted. I tentatively tapped one of them gently, so the screen didn't break from my claws.

That was when the alarm went off.

And with my head splitting and spider-sense screaming, I got out of there as fast as I could, melting any other cameras along the way. My mistake, I realised, was that I ran away from the tunnel room, and into a maze.

(End of Flashback)

Suddenly, lights started flashing above the many doorways.

 _"_ _Something tells me that isn't good."_

I dove through a doorway and landed on the floor, just as a metal door slammed down.

 _"_ _That was close."_

That process then repeated itself.

 _"_ _Even closer!"_

Now I was standing in another round, metal room with lots of doors. I heard the mutants catching up and was hit by a sudden sense of deja-vu. A hazy image slipped in and out of my mind as my head ached. Had I done this before?

 _"_ _When? When have I been in a situation anything like this?"_

The group was getting closer. Growling, I pushed away my thoughts and ignored the mild headache.

 _"_ _Pick a door. Any door!"_

I chose the fourth from the right, moving on autopilot. The door was open and showed a forest setting, so I thought I would at least be able to hide for a while. Big mistake. As soon as I closed the door (by pulling a lever next to the doorway no less. It didn't even blend in, suspended as it was in what appeared to be thin air), it disappeared into the surroundings and my spider-sense went off the charts. I clutched my head in agony.

 _"_ _If this is a simulation, why is it causing this?!"_

Then a giant robot man shot a laser at me.

I threw myself aside without thinking and looked up. That was when the real fight began.

* * *

(5 minutes earlier.)

 **Wolverine's P.O.V**

The cameras are completely melted, so we don't have any idea of what we're going up against. Beast and Cyclopes arrived just a couple of minutes ago, still panting from sprinting back here. The Professor had told them what was going on, so they'd come racing back. There wasn't really a trace of our intruder anywhere aside from the robotic claws that were destroyed, melted cameras and an open access panel. That stuff was mumbo-jumbo to me. There were loads of files all jumbled across one another, and some weird…formula, I'm guessing, was flashing constantly. Beast closed everything and hit the emergency lockdown, closing the doors and sliding the computer back into the wall.

"How are we to proceed? We have no idea who the invader is," Storm asked.

That was when I smelled it.

It was faint, musky, smelling more of forest than anything else and it was just like what I had barely caught earlier this morning. "It's here," I said.

All noise ceased from behind me, then all chaos broke loose. Gambit and Scott were trying to get the girls to go back and they were having none of it and Hank was trying to get everyone to calm down. My somewhat heightened senses didn't enjoy the extra-crazy input. I growled. "Guys, shut it! It won't be able to take us all on as a team, let's rush it and make sure it doesn't get away this time. Cyclopes and me can go first, Beast and Gambit can hang back a bit with the girls, come on!"

We all nodded at the improvised plan. With me in the lead so I could track this frustrating scent, we charged down the corridors after it.

 _"_ _Dang, this is tricky…left, left…right? Yep…"_

It was hard to track, but my nose knows. We were gaining on it, then the trail stopped at the Danger Room. "It's in there," I growled.

"Not good, Ah left it on again," Gambit groaned.

"Deja-vu. What program was running?" asked Cyclopes.

Gambit avoided his eyes. "… Deadly Sentinels."

"Again?!"

"Gee, sor-ee mon friend."

"That doesn't matter you two!" Jubilee interrupted, surprisingly enough. "That creature is in there and it could be hurt!"

This snapped everyone out of their stupor.

"We can't risk letting it out though," I pointed out.

"Then let us hurry and turn off the program," Beast reasoned.

We raced to the Control Room and looked through the glass.

I halted sharply, picking up that everyone else stopped in their tracks around me. The reason why was because we couldn't believe what we saw.

The entire place was completely trashed. Sentinel parts were everywhere, and as we watched, a whole Deadly Sentinel flew past the window from the right and landed on an approaching group of Sentinels. They abruptly exploded. Then one standing tin can suddenly went completely lax and fell backwards with a small 'boom', a hole now in the side of its head.

 _"_ _Just what the hell is this thing?!"_

As more and more were decimated, we could only catch brief glimpses of a grey blur darting from place to place.

* * *

 **Spider-Man's P.O.V**

 _"_ _Now this is a real challenge!"_

Giant robots – shocking surprise – they fell hard.

 _"_ _The bigger they are the harder they fall. – Joe Walcott. It's true, apparently."_

It had taken quite an effort to throw that last one, so I leaped into a tree to recuperate for a second before my sider-sense blared a warning. I sprung to the next tree as the one I just vacated was disintegrated by a laser.

I could also hear the other mutants in the room behind that tinted window. They sounded begrudgingly impressed. Then everything abruptly vanished. The robots, the forest, the sky…everything. I was now in a slightly purple-tinted, round, metal room.

 _"_ _What is with this place and rounded metal rooms? And I really need to get a new wardrobe now…this_ was _the last 'good' suit."_

I kept moving, jumping over to the wall and climbing up, past the window – hopefully they didn't see me that well as I kept a distance between it and me – and crouched on the wall above it, close to the ceiling.

 _"_ _It should be hard to spot me here, but they'll come in soon enough. At least there aren't any cameras."_

I glanced down, towards the door. It was undoubtably locked – I had heard the one called Scott nearly shout the command. I frowned as my spider-sense settled to a low buzz.

 _"_ _I'll have to wait until they leave that room, then move. Quickly."_

I might only have a minute or two to get far enough away before they made an appearance.

Unfortunately, the group didn't all leave at once. There were still a couple of them left in that room when the rest began running down. Well, here goes. This was the only chance I had left. I spit acid directly onto the window from where I was, then leapt from my spot above it, pushing myself down and towards the door. There, I spat more acid on the lock and kicked the door down. Before anyone arrived, I bolted out of the room on all eights and made my way back through the compound, using the same tunnel I had used to get in to make my exit.

 _"_ _And the spider has left the building folks."_

* * *

 **3** **rd** **Person P.O.V**

Gambit and Storm had exclaimed in shock when the window was suddenly melting directly in front of them, causing the rest of the team to pause and turn back.

"What happened here?!" Scott asked.

"We don't know," Storm replied, backing away with Gambit.

 ** _"_** ** _Professor, we have a problem,"_** Jean elaborated, turning away from the loud discussion the others were having.

 ** _"…_** ** _It has probably left by now, the cameras down the right corridor have not been destroyed nor picked anything up. Have Logan, Marie, Jubilee, Remy and Scott check the corridors and the Chute Room just in case. Meanwhile, you, Ororo and Hank see if you can gain any information from the video footage before the cameras were destroyed,"_** he replied after she had finished.

 ** _"_** ** _Yes Professor."_**

"You five," she said, pointing them out. "The Professor wants you to check the corridors and the first room on route just in case. See if you can find out how it got in without setting off the primary alarm."

Nodding, Rogue, Cyclopes, Wolverine, Gambit and Jubilee left. Jean looked to Storm and Beast. "We need to see if we can get anything of importance from the footage." They immediately got to work, Beast at one console for the Danger Room, and Jean and Storm investigating the hallway feeds.

* * *

(Half an hour later.)

The creature had indeed left the mansion and both teams had something to report. Everyone gathered in the underground command centre. "It's definitely gone," Wolverine said gruffly as he and his group appeared.

"Yeah, no sign of it anywhere. C'est disparu," Gambit added.

"We found out how it didn't trigger the alarm too." Scott rubbed the back of his head. "The metal suit restraint machine was pulled out of place. The entire thing is wrecked, including the transmitter."

"Another repair job alongside everything else," Beast sighed. "However, we also have something to report. One of the Deadly Sentinel simulations managed to capture an image of the creature before it was destroyed," he announced without bravado.

"Well show us already. Let's see what we have to deal with," Wolverine nearly snarled.

"Very well," Hank replied, opening a file on the computer screen and displaying the picture as a hologram in the centre of the room.

For a second time that day, the X-Men were stunned at what they saw.

* * *

 **Spider-Man's P.O.V**

They had a picture.

A _picture!_

 _"_ _It was stupid of me to think that there wasn't a means of observation in that room besides looking through a window. The entire thing was a waste of time on my part – instead they ended up with something they could use!"_

I paced relentlessly in my cave. A growl tore its way free from my throat.

I had listened in on their conversation and couldn't believe that someone had a picture of me. They had a picture of the monster I am now. Wait – what were they going to do with it?! Granted, they said that the image was blurry and there weren't many distinct areas, but they could still see that I had extra limbs and was wearing some form of clothing. If they decided to publish that or something similar…

There would be no more secret monster – I would be actively hunted. Could this get any worse?!

An ugly snarl reverberated throughout my cave as I stood and slammed my claws into the rock wall, hunched forward, breathing harsh. Only the small twinge of pain from exhausted muscles snapped me out of that state. I closed my eyes and slowly returned to an upright position, eventually looking down at myself.

My clothing, geez. It was nearly totally faded, shredded in places, burned in others and frayed from all the movement of a body a bit too large to wear it anymore.

 _"_ _I need to get something else to wear… But that_ picture. _They had advanced technology sure, but having an interactive, physical simulation that can record what's happening? That is a whole new level… At least they still aren't any closer to figuring out what I am – their brainstorming was ridiculous, but I feel guilty for scaring them."_

It was just another thing to add to the list, but I brightened (no falling into that pit today) as something else occurred to me.

 _"_ _If they believe their theory, they may not do anything with the picture and keep it to themselves."_

Shaking these ultimately useless thoughts out of my head, I sighed and crawled into my nest, eventually drifting off into an uncomfortable doze, anger at myself for messing up and at them for gaining something over me still thrumming through my body.

I stayed in that position for the next few hours, slowly getting back some of the energy I had used today (physically, and mentally). I only moved to get a quick drink then "lock" myself in the lower chambers of my cave because tonight…wasn't going to be a good one.

Even when fighting off the increasing influence – it always taking the chances I unwittingly gave it – I still couldn't drag my mind away from how lucky they didn't know they were. To be able to fit in, have people to support you, act normal…

…

To have a family.


	9. Chapter 9

Chapter 9: Letting Them See

(Next day.)

 **Jubilee's P.O.V**

The talk about that creature had gone long into the night. It was maybe some sort of giant insect, and as far as we could see, it either had some really strange natural colouring or was wearing clothes. That had led to the thought that it could be intelligent and possess a free will, but that idea had been shot down right away by Wolverine. He said that if it was intelligent in any way, then it wouldn't have broke into the mansion and melted all our equipment.

Another idea that was brought up was that it could be a member of a new species. Yeah…nobody really believed that one.

The third idea was the scariest. If Beast and Cyclopes were right about a group being the ones who turned off the outside cameras, then what if this group had been experimenting with mutant genetics like that guy months ago, and the others before him? What if they had managed to create something awful and it had either escaped or they had released it here after they trained it?

The thing is, it wasn't too far-fetched an idea. So many things had happened just because we were mutants. And if we had it figured out, what did they train it for? What can it do?

 _"_ _There's no use thinking about this…"_

I sighed, then decided to break the rules. This time, I needed some time to myself and I knew just the spot. I snuck past the living room where Scott and Jean were watching a movie together and quietly opened the front door, closing it behind me equally as quietly. Quickly, I walked to the tree line and vanished into the woodland. I needed time to process things and maybe come up with my own explanation for this strange creature. At the thought of it I shuddered.

 _"_ _A giant insect… Real creepy."_

I slowly made my way down the cliff path to the river. The large rock nearby was like a landmark for my spot. A strange tree – the only one on the grounds I think, was near the water, and I liked to sit against it and relax while listening to the river. Arriving, I curled up and stayed put for a good ten minutes.

 _"_ _A giant bug-like thing is maybe or maybe not running loose in this place. Crazy theories that don't make any sense except for this one judging from past times. Altogether, a lot of worry, confusion and stress. This is not a nice situation, especially since it's so close to home. Why do these things always happen to us?"_

I blew air from my nose in a sigh, resting my chin on my arms. Suddenly, the hairs on the back of my neck stood up. I slowly sat up straight and glanced around. "Who's there?" I called out. Then I groaned right after. "You're getting way too paranoid Jube," I muttered to myself.

 _"_ _So how come I feel like I'm being watched?"_

I glanced around again. That was when there was a soft 'whoosh' of air from above me. My head jerked up. It could have been a bird, or a weird gust of air, but… I gasped as I saw a set of three claws gripping the bark and three pairs of red eyes.

It was…well, like something out of a horror movie almost. The eyes were wary, guarded and bright. I didn't feel like I had to look at them though, so I wasn't being hypnotised this time. If it even was hypnotising us in the first place – we still didn't know.

 _"_ _Why the change?"_

It didn't matter. My hands tensed, ready to fire plasma if it pounced, but at least I got the chance to finally get a good look at it, even with some leaves in the way.

Yes, it was wearing clothes; plain red and blue, fitted tight to the skin I could see. There were also more limbs than normal – I spotted two more sets of claws on the same side as the first, and another set opposite that, all gripping the branch. It was big as well – the rest of the body (I hoped it wasn't absolutely huge) was too far back into the tree branches for me to see, but it was covered in grey fur and there was something white…was that some sort of tusk by its mouth?

Strangely enough, with my heart hammering and ready to fight, I didn't feel afraid. Somehow, I felt that this thing wouldn't attack me, like a predator should have if it was above you, judging by the Professor's lecture.

A huff jolted my attention back to its face, before it was backing away into the branches. I couldn't track it until leaves started shaking on other trees, heading away from me.

I froze in place for a few moments. Eventually I managed to stand up and shakily run back to the mansion on autopilot.

* * *

(Twenty minutes earlier.)

 **Spider-man's P.O.V**

I heard her walking down to the river, but I wasn't expecting her to sit right underneath me at the Uaman tree.

She looked as if she was lost in thought and wouldn't be moving anytime soon, staring out at the water.

After ten minutes had gone by, I shifted a little, having frozen in a mildly awkward position when she first sat down. Somehow she must have sensed my movement, because she sat up straight and asked aloud if anyone was there. Then she told herself that she was getting paranoid.

 _"_ _One picture – not even a clear one – is enough to make them stressed out to this extent, never knowing what or when to expect something…? Why did I make such a stupid mistake?! Why do I cause nothing but trouble everywhere I go? Why am I such a…monster."_

I sighed softly at these thoughts. That was apparently enough to cause her to jerk her head up and stare at me. Cripes, was super hearing one of her abilities too, or did I just mess up again? She gasped, and that drove home the fact that she was staring directly at me.

 _"_ _Oh no."_

I nearly panicked, gripping the branch tightly, then thought quickly. I was hidden enough in the branches, so she wouldn't be able to see much. If I moved I would probably startle her and I didn't really feel like being attacked right now, especially not after yesterday. Maybe… Maybe looking at me while I don't do anything can help them settle down a bit. Despite my spider-sense prickling, I held firm, but it wouldn't be for too long.

They had already seen me in a picture, this wasn't too much different.

 _"_ _No lying."_

Fine, yes, this was very different. But I did find myself curious in return. This girl – the youngest of them – was ready to defend herself (I noticed the hand movement) and her heart rate picked up, but she didn't move otherwise nor make a sound. She was tough, merely studying a giant monster in detail.

I was suddenly self-conscious and glad that I had acquired a new set of clothing.

Sneaking into my old room in Aunt May's house when she was out buying groceries was...emotionally challenging. But I had grabbed some leftover material from the hidden compartment in my wardrobe in the appropriate colours and stitched them together, weaving my silky structural webbing through them. This would ensure that if I had another growth spurt, my clothes would still fit properly and feel quite comfy while still being practical.

It was a pity that one of the new sets might be wrecked later. I was still feeling out-of-sorts, so I was probably going to have to do something drastic to get rid of this restless, driven state I was in.

I huffed lightly in irritation at this. That was a sufficient enough noise to draw her attention back to my face and I fought to keep my eyes from narrowing – I hadn't done this to scare her right at the end.

 _"_ _This has gone on long enough."_

I slowly pushed myself up and backed away into the leaves. Once I couldn't see her, I leapt to the tree behind this one, landing heavier than normally to let her know I was leaving the area. I wasn't heading back towards my cave this time. No, I would control myself – I was heading to the city for a little memory searching and whatever amount of comfort I could get after that harrowing experience. And to beat up some criminals. That should help.

* * *

 **Beast's P.O.V**

When I saw Jubilee enter the mansion _alone_ I knew something was wrong. She wore an odd, blank expression, that I saw when she turned.

"Jubilee, what is the matter? Why were you out alone?" I enquired, concerned. My questioning did seem to startle her back to reality, however.

She suddenly became somewhat frantic – was that almost excitement in her eyes? – and clutched at my arm. "Beast! Beast I saw it! It didn't hypnotise me this time – it was almost like it let me look at it! I'm don't know what that means – maybe that was part of its training, to observe or whatever, but I _saw_ it Beast!"

Her outburst drew Jean and Scott from their place on the couch. Jean approached Jubilee and took her gently by the shoulders, causing her to release my arm in the process. "Jubilee, could you show me what you saw please?" she asked.

Jubilee nodded and closed her eyes, Jean copying her as Scott and I waited somewhat impatiently for her to finish watching Jubilee's memory. After what seemed far longer than a mere few minutes, Jean released a gasp as she returned to herself. "We need to tell the Professor."

* * *

(Twenty minutes later.)

 _"_ _This is the first true look we have had of this creature, but why the sudden change in behaviour? This is rather bewildering."_

I wearily massaged my eyes. A debate had brewed immediately after the rest of the team had been shown that creature.

"We have to go after it! I'm tellin' you – we were just lucky it didn't hurt Jubilee!"

That was Logan. The trouble was, most of the others were agreeing with him. The only people who were not included myself, the Professor and Jubilee, who was oddly silent. I was conflicted on the matter, but Charles was most likely thinking everything through. Jubilee may be in a light state of shock after what she experienced – a little quietness was not out of the ordinary in that regard.

Suddenly, silence reigned. I glanced up and joined everyone in looking at Charles.

"Professor?" urged Rogue. "What're we gonna do?"

 _"_ _I am wondering that myself. A viable plan will be necessary for however we proceed."_

Charles finally looked up. "I believe the best option for everyone right now would be for us to capture it."

"Alright," Gambit drew out. "Let's go get ready for a beast hunt. Uh, no offence Henry…"

"None taken," I replied with a small smile.

"I want to help too. Just tell me what I can do," Jubilee piped up. We all shared a look.

"Listen up sugar, you've seen this thing quite a bit an-" started Rogue.

"Exactly!" Jubilee exclaimed, pointing. "I've seen it more than anyone. The only reason we know about this thing in the first place is because of me. Please don't take me out of this now Professor," she pleaded, turning towards him. "We're a team! I want to help."

"It is quite alright Jubilee, do not become distressed. You will help," he said after sighing. Yet when she began to thank him, his gaze turned colder. "However, we will be discussing your punishment for leaving the mansion on your own. That rule was in place for your safety, and you completely disregarded it."

Jubilee quieted, humbled like the rest of us in that room. It was quite rare for the Professor to have to resort to this manner.

After Jubilee apologised, we all headed to the lower floors to devise a strategy and construct traps.

 _"_ _Hmm… I would hazard a guess in saying that we would have needed to do this eventually, but why do I feel do…uncomfortable? No, I'm merely overthinking things. That is a special trait of mine after all."_

* * *

(2 days later.)

 **Spider-Man's P.O.V**

I had stayed in the city after I left. It felt good to stop crime again, albeit slightly more difficult due to my appearance, but still, it felt really good to help so many people.

Aunt May and MJ were still getting on with their lives. Not much had changed from what I could see with my vision at that distance during the day, but at least they had the company of each other. A boy had visited as well – Harry Osborne, my best friend. It was fantastic to remember him, but there was something...off as well, about his father, or name…? Something. That memory wasn't forthcoming, but at least I had a starting point. The question was how I could investigate…

 _"_ _I can't imagine a monster walking into a library going well…"_

Anyways, I had returned to the estate early this morning, fuller than I had been in a long time thanks to an abandoned order of Chinese takeaway. I licked my teeth absently, savouring the lingering traces of the flavours from a few hours ago.

 _"_ _But they'll disappear soon enough to worse things."_

Hunger had already set in again. A crime-fighting spider monster with a high metabolism, check. At least Aunt May didn't have to cater for my large appetite anymore, that should help with her bills.

 _"_ _Aunt May…"_

She still seemed so upset, but there was nothing I could do. I sighed and stood from my spot on the rock that I used to bask and jumped through the trees to the river.

Landing on the ground and hiding most of my body in the bushes due to the cameras, I took a long drink before suddenly tensing, focusing.

Something was wrong. Well, even more wrong than before. The mutants had spread out into the grounds a couple of hours after I had arrived – not even in pairs! But now, a few were moving towards me – towards my cave. I wouldn't have enough time to gather my things and disintegrate my nest at the pace they were going.

I listened closely, my mind racing and spider-sense beginning to needle at the back of my brain.

 _"_ _Cripes. A distraction then."_


End file.
